Rutgers University will conduct a three-and-one-half-year project to enhance 340 K through 12 mathematics teachers in discrete mathematics and its applications. In addition, approximately 3400 second-wave teachers will receive inservice from participants, for a total of over 3700 teachers enhanced through this project. Three cycles of teachers will attend a three-week summer institute, four follow-up sessions during the school year and a second summer institute. For high school and middle school mathematics teachers, the second summer institute will be two weeks in length; for middle and elementary mathematics specialists, the second summer institute will be one week long. Approximately 115 teachers will participate in each two-year cycle. In addition twenty participants will be selected each year to attend a seven-day leadership training program and will then be expected to work in teams of two to provide four inservice workshops in their school districts the following year. Discrete mathematics topics will include applications of graphs; graphs and algorithms; combinatorics, probability and statistics; mathematical formulations and fairness; discrete dynamical systems; and iteration and fractals. Participants may earn up to six graduate credits. This project is co-sponsored by the Center for Discrete Mathematics and Theoretical Computer Science (DIMACS), an NSF Science and Technology Center made up of a consortium of Rutgers and Princeton Universities, AT&T Bell Laboratories, and Bell Communications Research. This group is at the cutting edge of discrete mathematics, offering the excitement of prominent researchers in the field, many of whom are also excellent at communicating their mathematics to non-researchers. Rutgers University, Montclair State College, Bellcore and Bell Labs cost-sharing accounts for 28% of the NSF budget.